Take Out
by flirtydramagirl
Summary: Ben and Kate engage in conversation after she steps out onto the terrace, dinner is suggested and eventually sparks fly. Spoiler alert for middle of season 2 through finale. BTW: This is my first story, so reviews and suggestions are really appreciated! Rated T for now.
1. Chapter 1

Kate Reed sat in her new apartment, reveling in the feeling of having her first 'grown up place.' She'd spent the last 8 years depending on someone else; Lauren's place, the office couch, her Dad's boathouse, before she negligently blew it up, and Justin's apartment before their divorce. Change was in the air, and she was feeling very introspective tonight.

Reflecting on her recent relationship blunders and highlights, Kate Reed looked around at her new walls adorned in rich butter yellow and realized something: for the first time, in a _long_ time, she didn't feel the urge to run. She felt content to just be herself—no apologies.

So what if she wasn't the perfect lawyer, but a mediator instead? So what if she had some relationship baggage, and who doesn't, as people get older? So what if she totally crushed the hearts of two men in the last several months. Justin being the first, and Ben Grogan, her partner-in-crime at Reed and Reed, being the last. Cringing at her last thought, she started to hang the housewarming gift from Justin.

Of course she didn't realize how much Ben liked her until the morning after she ditched their dinner/date for a quickie at Justin's place, thanks to Intel from Leo. Her heart still ached when she thought of poor Ben, knocking on Leo's door in the middle of the night looking for her. Kate had no idea she meant _that much_ to him—his pseudo confession in their Tahoe hot tub confirmed that. If only he had known how close she was to kissing him then.

All these feelings were bubbling up to the surface, and were becoming bit much to handle on a Friday night, so she played her favorite album, grabbed an open bottle of her favorite Cabernet, ripped the cork out via her teeth, and poured a very healthy serving, internally toasting herself for conquering her fear of being fully independent.

As the rich, oaky flavors coursed down her throat a lot of different emotions warred deep inside her. The most overwhelming of which was a sense of closure. A new chapter of her life was beginning and she was eager to welcome it.

Noticing the pink hues coming from her windows, she made her way out on to the terrace to enjoy the spectacular view that made her fall head over heels with the apartment.

Funny, how Ben, of all people, could pick an apartment more suited to her taste than Justin a man she had known, dated and eventually married since graduating law school. Little things, like the heart-shaped stone he put on her desk from Tahoe; the cases he helped her fight, all the while risking a loss to mar his perfect record. The apartment was just icing on the ever-growing cake.

As if on cue, Kate felt a presence to her left and heard someone start talking to her.

"Hey..."

Only one man's voice had the power to make her want to melt where she stood, run shrieking in the opposite direction, and smack the smirk off of his devilishly handsome face, all at the same time.

Completely shocked and mouth agape, Kate looked over to find Ben Grogan casually leaning against the terrace railing opposite hers. With his shirtsleeves rolled up, Kate caught a glimpse of toned muscle beneath designer cuffs. As if she had no will of her own, her gaze started to go lower to his _very fine_ tailored slacks, when he said:

"…neighbor."

Thankfully this snapped her out of her shocked stupor. She brought her eyes back up to his face, and tried desperately to ignore for the moment how incredibly gorgeous his smile was. Realizing she had yet to say anything, and was still staring at his mouth, she brought her attention to his eyes, shook her head to clear the dirty thoughts, and blurted out the first thing that came to mind.

"Uh…wha…how…?"

Not the most articulate response, but hey, at least she managed to stop ogling him, which she prayed to God he had not noticed. Approaching the end of his terrace nearest hers, his smirk turned into a full watt smile, which caused her heart to flutter and then slam into her chest 20 beats faster than normal.

Kate tried again to form coherent speech around the sizable lump forming in her throat as Ben lithely approached the end of his territory.

Eyeing her skinny jeans and baggy violet sweatshirt, he cocked his head to the side.

"Have any plans for dinner?"

Any minute now she was going to hyperventilate and pass out if her breathing did not slow down soon. Dinner? How was she going to dodge his attempt to court her less than fifty feet from her doorstep every day? Not to mention her attraction to him was growing exponentially by the minute. She blamed the wine. Alcohol = bad thoughts about off limits coworkers. Well, one coworker. Oh crap, she was supposed to be answering his question…'come on Reed—get your head together.'

"Er…I…was going to stop by Lauren's to make sure I didn't forget anything." There, that ought to satisfy him.

Of course, Ben knew Kate better than she thought he did and called her bluff.

"Yeah…is that why I saw her wearing a killer dress walking arm-in-arm with Archer headed towards his car? They seemed pretty cozy to just be meeting for 'business drinks,' so I think you might want to steer clear of her place tonight…if you get my meaning."

"Ugh, Ben why do men always go directly to sex? Huh? You just _assume_ they are going to have sex after one date. She barely even **knows** the guy…"

Satisfied to have gotten her talking again, he bowed his head and smiled.

"Because, Katie, I myself am a guy, and I tend to know how we think when we're lucky enough to share the company of a beautiful, intelligent woman." …'_try working with her __every__day_…'

Point taken, Kate backed off and tried to steer the subject to more neutral ground.

"Well, I guess it's nothing that can't wait till morning…"

He smirked his trademark smirk and started to maneuver the conversation back to the question at hand.

"Great, so that means you're free. Do you want to eat in, or go out?"

Kate took a moment to compose herself.

"Uh…Ben, look I appreciate the 'welcome wagon' gesture and all, but I was kinda thinking I would just unwind tonight." Surely that ought to get rid of him—he wouldn't resort to begging…would he?

"Now Katie, what kind of neighbor would I be if I didn't help you navigate the treacherous delivery options available to us?"

Electricity shot down her spine every time he used his pet name for her…she could barely stand it at this point. '_I am totally screwed…how am I going to survive this level of flirtation on a daily basis? …definitely need to limit my wine consumption, for one.'_

The doorbell chiming 'Ding, Dong' loudly brought her out of her reverie. Looking over at the now-empty balcony, Kate realized Ben had taken it upon himself to bring their conversation inside her apartment.

Taking a deep breath, Kate crossed her living room to crack her door, but not allow him entry, just yet.

"Ben, it's not nice to leave a lady in the middle of a conversation…"

"I know, Katie, but I saw you shivering and I didn't want you catching cold in the spring night air…besides, I have all of these menus for you to choose from, so what do you say? Will you let me in?"

Kate noted the arch in his eyebrow as he mentioned her 'shivering…' He knew what he was doing to her—of that much she was certain. It was just a matter of how long she could put off the inevitable.


	2. Chapter 2

**Dear USA legal representatives: No copyright or content infringement is intended, nor am I benefiting monetarily in any way from writing this story-it is purely to fill the void until Season 3 begins. Please don't sue me for having an overly active imagination and too much free time!** :)

"…I saw you shivering and I didn't want you catching cold in the spring night air…besides, I have all of these menus for you to choose from, so what do you say? Will you let me in?"

Kate noted the arch in his eyebrow as he mentioned her 'shivering…' He knew what he was doing to her—of that much she was certain. It was just a matter of how long she could put off the inevitable.

She looks him hard in the eye and deadpans "Let me guess. You're not going to stop ringing my door bell until I let you in."

"Something like that…or, I could sing '99 Bottles of Beer on the Wall' at the top of my lungs. You know, whatever gets the quicker result." He says casually leaning against her door frame, smiling and winking at her.

Kate grips the antiqued brass doorknob a little harder than necessary, and can't help but smile at his goofiness. Taking a step back and gluing her eyes on her navy blue boat shoes, she opens the door as wide as the hinges allow, and says, "Fine, but you're buying."

Ben steps over the threshold; celebrating, internally, at his first little victory as he glances over at Kate and says "My pleasure M'lady."

Kate closes the door, turns around and leans against it, taking a steadying breath and counts to five.

"So…"

He continues on into the room to survey her move-in job so far. He notes a lack of seating, or really any kind of furniture, '_aside from a scary-looking giant red hand_,' and wonders if the sparseness filters over into _every _room. '_Hmm...'_

"Nice…hand?" He quirks his eyebrow while commenting on the relic.

The ancient-looking record player clicks over to play the same tune Ben heard Kate playing earlier when she walked out onto the terrace. He was too distracted by her presence to take notice of it earlier, and finally recognizes what song is coming from the equally antiquated speakers.

"Norah Jones…yeah I like that song too." He turns around, grinning, to find her standing plastered against the door—with a befuddled look and a frown creasing her perfectly manicured eyebrows. "What? I'm not allowed to like girly music?"

'_Wow. There's no way he can see the record label from there.' _Pushing off from the safety of the door, she joins the conversation, and him, in the middle of her empty living room.

"I just didn't take you for a bluesy music kind of guy…"

Taking a swig from the scotch glass still in his hand from the balcony he swallows, enjoying the burn and says, "I think there are a lot of things about myself that would surprise you."

Kate, not sure where this is going, finishes her wine and swallows audibly. After sitting her glass down by the record player she starts nervously playing with the rings adorning her slender fingers. '_I really shouldn't bite my nails—I need a manicure in a serious way.'_

Sensing her unease, Ben decides to play nice, for now, and give her a break, extending a worn menu in her direction. "For instance, did you know I have a secret fetish for Thai food? This is the best place on Earth and bonus—they deliver to our building."

Shaking her head at his boyish excitement, she smiles sweetly at him and reaches to share the menu, and his personal space, as her small hand innocently grazes his.

"You know, I've heard of a _lot_ of different fetishes, but never over a type of food before…you're _special_ Benny." The last of which is whispered in his ear, due to the close proximity required to share the take out menu.

The hairs on the back of his neck stand at attention as he wills his body to stay under control. '_God, she's trying to kill me...nothing like voluntary torture.'_

He decides to turn the tables a bit by turning his head slightly to his left to taunt her—conveniently, right into _her_ ear. "Hey, if you want to trade personal kink _Katie_, I'm all for it, but I was honestly just talking about food…"

Taken completely off guard, she gasps and shivers—his breath leaving a fire burning in its wake. She clears her throat to try and disguise her reaction.

This time he IS close enough to notice the effect his words have on her, as she involuntarily shivers, again, at his use of her pet name. Intrigued by this discovery, he decides to test a theory out—maybe after dinner, '_and a couple more glasses of wine_.'

"So, what does the lady desire?"

'_Wow. Now there's a loaded question…and oh, the possibilities. No Kate—you can __not__ think naughty thoughts about him when he's sharing the same air as you.'_

Blushing from her internal monologue, Kate answers, "Uh…whatever you normally order is fine with me."

"You sure, 'cause you look like you were having an internal debate…" He smiles, hoping it looks more innocent than he feels at the moment. '_Come on man, be cool—she just broke up with Justin…last thing she's going to want is another overbearing guy crowding her.'_

"Yeah. Oh yeah…I'm good. So…uh, tell you what. Why don't you do your ordering magic while I refresh my glass here." Walking over to the record player to pick up her discarded wine glass she looks at his near-empty scotch glass and asks, "Do you want me to grab you a glass as well?"

He looks up in the middle of pressing speed dial on his iPhone and answers her without skipping a beat. "Sure. That'd be great." Bringing his attention back to the call he just made he proceeds to order enough food to feed the entire staff of Reed & Reed, pays by credit card and hangs up.

"Wow. I didn't realize you'd be ordering the entire menu—I really don't eat that much at one time these days. Thanks to Lauren's health food craze, I've learned to pretty much live off of bagels, coffee and jelly beans."

"Sounds like the breakfast of champions to me. No wonder you're always hyper." He chuckles at the face she makes in response.

"Hey mister, I don't see you or Leo complaining when you raid my candy stash _every_ day." She smiles as she brings both glasses of wine around her kitchen counter, handing one to him and taking a seat on the hardwood floor, using the wall as a back rest.

Ben follows suit and sits down, close enough to be friendly, but not too close to suffocate her.

"Yeah, well why would we ever need to hit the vending machines on the first floor when you have Jelly Belly's ripe for the taking?"

She laughs at this and says, "Oh, I don't know…maybe 'cause _**I**_ like them?"

"Nope…huh-uh…no way. It's a fact that people who offer food items in their personal working space are subconsciously _asking_ for attention and want people to like them." He scoots a little closer to her, proud of his ability to retain even the minutest detail from discarded medical journals in waiting rooms during his ambulance-chasing days.

Kate shakes her head spiritedly while finishing her sip of wine, half turns and scooches closer to him. "What? You're saying that I'm trying to get you to like me, simply because I happen to have candy on my desk, which I eat? No…I disagree counselor."

He takes a drink from his glass, arches his left eyebrow and replies, "Hey, it came from a medical journal I read about workplace behavior, so it's scientific fact, not something I made up. Maybe you don't even know why you do it."

"So, subconsciously, I'm trying to lure you into liking me with lemon-flavored sugar? Sounds pretty lame to me." She looks stumped...still trying to mentally argue the merits of her case, if only to herself.

"You never needed the lure Katie…" His eyes search for something and lock with hers.

Kate's still deep in thought when she looks up and her heart goes into her throat when she sees the way he's looking at her. Her eyes lock with his and she can't bring herself to say anything to distract him from his train of thought, nor can she look away. Her mind instantly replays their kiss from the elevator a couple weeks ago—it had come out of nowhere and he had looked at her the exact same way then too.

Ben leans achingly closer to her, radiating heat and a slightly sweet masculine aftershave, giving her plenty of time to object before he gently swipes a stray curl over her right ear and leans in to kiss her.

His soft breath tickles as he kisses his way up her neck, to her jaw, and hesitates when he reaches her mouth. Her brain, almost on sensory overload at this point, realizes he wants her to kiss him back. '_I should have kissed him in Tahoe…not going to make that same mistake again…'_

With new resolve, Kate finally makes a decision she can't run from and closes her eyes, and the gap between her and Ben. Their mouths collide in a hungry exploration. '_His lips taste sweet, like the grapes from the wine, with a hint of something…mint?'_

As if finally sensing his new-found freedom, Ben brings his hand up to cradle her neck and play with the loose strands of hair, pulling her closer to his chest, causing her to shiver. '_I could do this all night, but I'm going to have a stroke if we don't breathe soon.' _

He pulls away, breathlessly resting his forehead on hers while he smiles, trailing where his lips were with his index finger and says "I'd rather have that _any_ day than a bowl full of sweets…"

Kate, breathing too hard to answer, just closes her eyes and enjoys the tingly sensation his touch elicits.

Meanwhile, the doorbell chimes 'Ding Dong,' once again interrupting Kate Reed's thoughts and effectively breaking the intimate moment they were sharing on her floor.

Thanks so much for all of the kind reviews! I didn't realize how many Fairly Legal fans there are out there. *Crossing fingers for season 3 to be renewed* Please keep the reviews coming and let me know what you think! :)


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